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Contract analysis / officer-certificate-ppc.docx
officer-certificate-ppc.docx
1018-00001 · 9 clauses
High · 0 Medium · 2 Standard · 2
Section 1. Certification of Representations and Warranties Medium
⚑ Forum / governing law
Section 1. Certification of Representations and Warranties Each of the undersigned hereby certifies, in his or her capacity as an officer of PPC and not in any individual capacity, as follows: (a) The representations and warranties of the Company set forth in Section 1 of the Underwriting Agreement are true and correct in all material respects as of the date of the Underwriting Agreement (October 12, 2023) and as of
Section 2. Certification of Compliance with Covenants
Section 2. Certification of Compliance with Covenants Each of the undersigned hereby certifies as follows: (a) The Company has performed and complied in all material respects with all agreements, covenants, conditions, and obligations required by the Underwriting Agreement to be performed, satisfied, or complied with by the Company at or prior to the Closing Date, including, without limitation, those set forth in Sec
Section 3. Certification Regarding Registration Statement and Prospectus Supplement
Section 3. Certification Regarding Registration Statement and Prospectus Supplement Each of the undersigned hereby certifies as follows: (a) The Registration Statement on Form S-3 (File No. 333-274851), as of the date it was declared effective by the SEC (August 22, 2023), and each amendment thereto, at the time each such amendment became effective, did not contain any untrue statement of a material fact or omit to s
Section 4. Absence of Material Adverse Change
Section 4. Absence of Material Adverse Change Each of the undersigned hereby certifies as follows: (a) Since the date of the most recent financial statements of the Company included or incorporated by reference in the Prospectus Supplement — being (i) the unaudited condensed consolidated financial statements for the six months ended June 30, 2023, as set forth in the Company's Quarterly Report on Form 10-Q for the qu
Section 5. Absence of Certain Events Medium
⚑ Notice / time limit to track
Section 5. Absence of Certain Events Each of the undersigned hereby certifies as follows: (a) Since the date of the Underwriting Agreement (October 12, 2023) and through the Closing Date (October 17, 2023): (i) No stop order suspending the effectiveness of the Registration Statement has been issued by the SEC, and no proceedings for that purpose have been instituted, are pending, or, to the knowledge of the undersign
Section 6. Absence of Certain Distributions
Section 6. Absence of Certain Distributions Each of the undersigned hereby certifies as follows: (a) Since the date of the Underwriting Agreement (October 12, 2023), the Company has not: (i) declared, set aside, paid, or made any dividend or other distribution (whether in cash, stock, property, or otherwise) on or with respect to any shares of its capital stock or other equity interests; (ii) issued any shares of cap
Section 7. Company Organizational Matters
Section 7. Company Organizational Matters Each of the undersigned hereby certifies as follows: (a) PPC has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with full corporate power and authority to own, lease, and operate its properties and assets and to conduct its business as described in the Prospectus Supplement. (b) PPC is duly qualified t
Section 8. Additional Certifications Regarding the Offering Standard
⚑ Commercial term
Section 8. Additional Certifications Regarding the Offering Each of the undersigned hereby certifies as follows: (a) The Company is not receiving any of the proceeds from the sale of the Shares by the Selling Stockholders in the offering. All net proceeds from the sale of the Shares (after deduction of the underwriting discount of 2.50% of the public offering price, being $1.04 per share, and any applicable transfer
Section 9. Awareness Statement / Knowledge Qualifier Standard
⚑ Commercial term
Section 9. Awareness Statement / Knowledge Qualifier (a) Each of the undersigned has made due and diligent inquiry of such officers, directors, employees, agents, and other representatives of the Company (including, without limitation, the Company's General Counsel, Vice President of Regulatory Affairs, Vice President of Commercial Operations, and Controller) as the undersigned deemed necessary or appropriate to enab